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[INSERT APPROPRIATE ENTITY HEADER]

FRAMEWORK AGREEMENT FOR [WORKS/SERVICES]

(1) [insert ]

- and -

(2) [insert]

Contract No: [insert]

Dated:

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[INSERT APPROPRIATE ENTITY HEADER]

Framework Agreement - Details


Purchaser [insert name], PO Box [insert], Dubai, U.A.E
Tel: [insert] Fax: [insert] Email:[insert]

Supplier [insert name] with commercial license No. [insert]


[address]
Tel: [insert] Fax: [insert] Email:[insert]

Works/Services [insert brief description]

See Schedule 1 and/or the relevant Purchase Confirmation for a detailed description of
projects and the Works/Services

Site Shall be the location(s) set out in the relevant Purchase Confirmation.

Supplier Contact Details for


[insert]
Submission of Purchase
Confirmation

Purchaser Contact Details for


[insert]
Purchase Confirmation

Period for Performance / Shall be the period set out in the relevant Purchase Confirmation for the Works/Services
Supply of Works/Services required.

Defects Liability Period The Defects Liability Period is 12 months from the date of completion of the relevant
Work/Services, as stated in the relevant Purchase Confirmation.

Period for Payment of Invoices [Insert number of days] days from the date upon which the Purchaser receives the
correctly submitted invoice in accordance with clause 8 and the relevant Purchase
Confirmation.

Rates Validity [insert date until which rates for rates for the Works/Services are valid]

Performance Security Performance Bank Guarantee required: [Yes, in the amount of [insert][No]

Undated Security Cheque required: [Yes, in the amount of [insert][No]

Advance Payment Advance Payment: Yes, if provided for in a Purchase Confirmation subject to the
submission by the Supplier of an Advance Payment Guarantee or an undated security
cheque in accordance with Clause 8.5

Retention Retention to be retained: Yes if provided for in a Purchase Confirmation and in


accordance with clause 8.6. The relevant percentage to be set out in the relevant Purchase
Confirmation.
Insurance Purchaser named Cross liability Waiver of
Insured Period of
Insurance as an additional clause to be subrogation
Limit Insurance
Type insured party included required

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Professional
Indemnity
Public
Liability
Employer’s
Liability
Motor Third
Party liability
Workmen’s
Compensation
Contractor’s
All Risks
including
public liability
(as above)
Contractors
Plant &
Equipment
[INSERT
OTHERS]

Liquidated Damages [Shall be levied at the rate set out in clause 9.2] OR [Not Applicable].

Address for Service of Notices Purchaser:

Attention: [insert name]


Address: [insert address]
Facsimile Number: [insert number]

Supplier:

Attention: [insert name]


Address: [insert address]
Facsimile Number: [insert number]

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[INSERT APPROPRIATE ENTITY HEADER]

The Parties agree as follows: “Details” means the schedule of details to


this Agreement set out above;
1. Definitions and Interpretation
“Intellectual Property Rights” includes all
1.1 In this Agreement: current and future registered and
unregistered rights in respect of copyright,
“Affiliate(s)”means: designs, circuit layouts, trademarks,
commercial descriptions, trade names, know
(a) the ultimate parent company of a how, confidential information, moral rights,
Party; patents, inventions and discoveries and all
other intellectual property as defined in
(b) any company controlled by that article 2 of the convention establishing the
ultimate holding company; World Intellectual Property Organisation in
1967.
(c) any company controlling a Party;
or “Law” and “Laws” means (a) legislation,
including the Code, decrees, rules,
(d) any company controlled by a Party; regulations, orders, by laws and other
subordinate legislation, of the Emirate of
“Agreement” means this framework Dubai and of the United Arab Emirates
agreement; (where applicable in Dubai); (b)
requirements, rules and regulations of any
“Authority(ies)” means all local, regional, Authority; and (c) guidelines of the Emirate
territorial, free zone, municipal government, of Dubai and of the United Arab Emirates
ministry, governmental department, and of all relevant Authorities, with which
commission, board, bureau, agency, the Supplier is legally required to comply;
instrumentality, executive, judicial or
administrative body, having jurisdiction “Party” means either the Purchaser or
over the supply of goods, the Purchaser and Supplier as the context requires and
the Supplier as well as their respective “Parties” means both of them;
Affiliates;
“Project IP” means Intellectual Property
“Business Day” means any day which is not Rights discovered or coming into existence
a Friday, Saturday or private sector public as a result of, for the purposes of or in
holiday within the United Arab Emirates; connection with the supply of the
Works/Services in accordance with this
“Code” means the United Arab Emirates Agreement but does not include Supplier
Federal Law No. 5 of 1985 regarding Civil Background IP or Purchaser Background IP.
Transactions Law;
“Purchaser” is the party described as such
“Condition” means any disclaimer, term or in the Details;
condition contained in a Deliverable;
“Purchase Confirmation” means an order
“Supplier” is the party described as such in sent by the Purchaser to the Supplier in
the Details; writing, requiring the performance of
Works/Services and confirmed by the
“Defects Liability Certificate” means the Purchaser in accordance with Clause 2.6;
Defects Liability Certificate issued by the
Purchaser in accordance with Clause 4.7; “Purchaser Background IP” means
Intellectual Property Rights owned by or
“Defects Liability Period” means the licensed to the Purchaser (including know-
period set out in the Details; how and technical information) which exists
prior to the date of this Agreement but does
not include Supplier Background IP or
“Deliverable” means any report, document
Project IP;
or other deliverable provided as part of the
Works/Services.

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“Site” means the premises described as such personnel to ensure the full provision of the
in the Details; Works/Services to comply in all respects
with its obligations pursuant to this
“Supplier Background IP” means Agreement.
Intellectual Property Rights owned by or
licensed to the Supplier (including 2.4 The rates set out in Schedule 1 shall be valid
know-how and technical information) which until the date set out in the Details, at which
exists prior to the date of this Agreement, point they will be reviewed by the Parties
but does not include Purchaser Background and may be adjusted.
IP or Project IP;
2.5 The Supplier warrants that the
“Works/Services” are the Works/Services Works/Services will be performed /
and associated goods/items described in supplied:
Schedule 1 to this Agreement and/or in the
relevant Purchase Confirmation; (a) according to the terms and
conditions of this Agreement and
“Variation” means any change to the all guidelines, procedures and
Works/Services which is instructed or directions made by the Purchaser
approved as a Variation under Clause 11. under this Agreement and the
relevant Purchase Confirmation;
2. Agreement to Perform/Supply
(b) exercising due care, skill and
2.1 If the Purchaser issues a Purchase judgement to be expected of an
Confirmation, the Supplier shall international contractor/supplier
perform/supply the Works/Services: specialising in providing
works/services of a nature similar
(a) from the commencement date to the Works/Services and using its
specified in the relevant Purchase best endeavours; and
Confirmation (the
“Commencement Date”); (c) in an efficient, professional and
cost effective manner in accordance
(b) for the rates set out in Schedule 1, with all applicable Laws, standards
or if no rate has been set out and best industry practices.
Schedule 1, at a rate to be mutually
agreed between the Parties and set 2.6 Any Purchase Confirmation issued by the
out in the relevant Purchase Purchaser will be confirmed by written
Confirmation; instructions (via email or letter) to the
Supplier in the form set out at Schedule 2.
(c) in accordance with the description
of Works/Services specified in the 2.7 The Supplier shall confirm receipt of a
relevant Purchase Confirmation; Purchase Confirmation to the contact details
and set out in the Details within 2 hours if the
Purchase Confirmation is received between
(d) within the period set out in the 8 am and 4 pm on a Business Day, and by
relevant Purchase Confirmation, 10am the following Business Day if the
which shall be calculated from the Purchase Confirmation is received at any
time the Purchaser sends a other time.
Purchase Confirmation.
3. Performance/Supply
2.2 The Purchaser may, after placing a Purchase
Confirmation, extend the period for 3.1 The Supplier shall diligently progress the
performance/supply of the Works/Services performance/supply of the Works/Services
and the Supplier shall not be entitled to and complete the Works/Services in
additional costs as a result of such change. accordance with clause 2.1(d).

2.3 The Supplier shall engage at its own risk, 3.2 From the Commencement Date the
cost and expense appropriately trained Purchaser shall provide the Supplier with

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[INSERT APPROPRIATE ENTITY HEADER]

possession of and access to the Site and all 3.7 The Purchaser may, at any time, require the
other areas reasonably required for the Supplier to provide the Purchaser with
proper performance of the Works/Services. evidence of the Supplier’s compliance with
The Supplier acknowledges that may not be the Supplier’s obligations under clauses 2.5
given exclusive possession of, or access to, and 3.4.
the Site.
3.8 To the extent that the Supplier is carrying
3.3 The Supplier shall provide, at its own cost, out design, the Supplier shall ensure that:
all labour, plant and materials necessary to
undertake and complete the Works/Services, (a) its design is fit for its intended
unless otherwise specified in Schedule 1. purpose, as advised by the
Purchaser or as can reasonably be
3.4 Without limiting clause 2.5, the Supplier inferred from the circumstances;
shall comply with:
(b) it is registered and licensed to
(a) all applicable Laws and the perform the design of the
requirements of any relevant Works/Services in accordance with
authority and ensure that the all applicable Laws;
Supplier possesses all relevant
authorisations, permits and licences (c) the design is carried out by
to perform/supply the employees or, where applicable,
Works/Services; subcontractors with appropriate
professional qualifications and
(b) all applicable occupational health, experience.
safety and environmental Laws,
guidelines and codes of practice; 3.9 The Supplier shall not vary the
Works/Services except as directed by the
(c) any requirements or guidelines Purchaser.
notified by the Purchaser; and
3.10 The Works/Services shall be documented by
(d) the Purchaser's change a work done note listing the Works/Services
management and document in sufficient detail to enable the Purchaser to
management and reporting systems check them at the time of completion. The
and computer programs, all as Supplier shall provide a copy of the work
notified by the Purchaser to the done note to the Purchaser upon completion
Supplier and amended by the of the Works/Services. Until the Purchaser
Purchaser from time to time. signs the work done note for the
Works/Services, the Supplier shall bear all
3.5 At the request of the Purchaser, the Supplier risks in the Works/Services including loss
shall, in a form acceptable to the Purchaser, and damage and any obligation to insure.
provide the Purchaser with monthly reports, Signature of work done notes shall not
or more frequently on request from the indicate acceptance of the quality or extent
Purchaser, in relation to the Works/Services of the Works/Services.
and any occupational, health and safety
issues in relation to the Works/Services and 4. Defects Liability Period
any other documents the Supplier is required
to prepare or maintain under any Laws 4.1 The Supplier must, at the Supplier's own
concerning occupational health, safety and cost, repair, replace or otherwise make good
the environment. any defects in the Works/Services notified
by the Purchaser to the Supplier during the
3.6 The Supplier warrants that it has good title Defects Liability Period or such longer
to any goods supplied as part of the period as provided by applicable Law.
Works/Services and that they are not
mortgaged and are free from any other 4.2 The Supplier must bear all incidental costs,
encumbrances. Title in the goods shall pass including any costs of removal associated
to the Purchaser upon the earlier of delivery, with the repair, replacement or making good
or when the Purchaser pays for the goods. of the defects in accordance with Clause 4.1.

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4.3 The timing of the rectification work Supplier under this Agreement, the Supplier
described in Clause 4.1 must be agreed with shall:
the Purchaser, or failing agreement, must be
reasonably specified by the Purchaser, (a) notify the Purchaser within fourteen
before commencing the work. days of that event;

4.4 If the Supplier fails to rectify the defect (b) actively make a claim under the
within the time agreed or specified by the relevant policy and remit to the
Purchaser under Clause 4.3, the Purchaser Purchaser any insurance proceeds
may do so or engage another party to do so recovered by the Supplier in respect of
at the Supplier's risk and expense. the Purchaser’s rights and interests
under or in connection with this
4.5 Any cost incurred by the Purchaser under Agreement or any liability to third
Clause 4.4 will be a debt due from the parties; and
Supplier to the Purchaser.
(c) ensure that the Purchaser is kept fully
4.6 The Defects Liability Period will informed of any subsequent actions and
recommence (and restart from the developments concerning the relevant
beginning) from the date of the repair, claim.
replacement or making good, but only in
respect of that part of the Works/Services 5.4 At the Purchaser’s request, the Supplier
repaired, replaced or made good. shall promptly (but within a period not
exceeding 10 Business Days of such
4.7 The Supplier acknowledges that the request) produce evidence acceptable to the
expiration of the Defects Liability Period Purchaser that the Supplier is maintaining
does not limit the Supplier's liability in the insurances required by this clause 5.
accordance with Article 880 of the Code.
5.5 The Purchaser has the right to take out and
4.8 The Purchaser shall issue a Defects Liability maintain any policy of insurance required by
Certificate after the expiry of any Defects this clause 5 if the Supplier fails to do so.
Liability Period, provided that the Supplier
has completed all the Work/Services under 5.6 The Supplier agrees to reimburse the
the relevant Purchase Confirmation, Purchaser for any expenses the Purchaser
including remedying any defects. incurs in taking out and maintaining any
policy of insurance taken out by the
5. Insurance and Security Purchaser pursuant to clause 5.5.

5.1 The Supplier shall take out and maintain at 5.7 The Supplier will ensure that nothing is
its own cost and expense the insurance done or omitted to be done which would
policies set out in the Details for the periods prejudice or invalidate any insurance cover
and on the terms specified in the Details. obtained in line with this clause 5.

5.2 The Supplier shall notify the Purchaser 5.8 The Supplier shall ensure that all the
immediately of any cancellation of a insurance policies required by this clause 5
relevant insurance policy and of any change are through a reputable licensed insurer in
to the policy which affects the Purchaser’s the United Arab Emirates that is acceptable
interests. to the Purchaser and contains an
endorsement that the insurer will provide the
5.3 Without limiting the Purchaser’s rights Purchaser with not less than thirty (30) days'
under any insurance policy taken out by the notice prior to cancellation, termination or
Supplier in accordance with this Agreement alteration of cover.
(whether as co-insured or otherwise), if an
event occurs or a circumstance arises which 5.9 At any time during the term of this
may affect the Purchaser’s interests and Agreement, the Purchaser reserves the right
which may give rise to a claim under any to modify the insurance requirements,
insurance policy to be taken out by the including limits, based on the nature of the
risk, exposures, prior experience, insurer(s),

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[INSERT APPROPRIATE ENTITY HEADER]

coverage, or other special circumstances. 7.2 If at any time after the date of this
Agreement, value added tax or a similar tax
5.10 The Supplier and its employees or (“VAT”) is introduced in the United Arab
subcontractors (as applicable) shall comply Emirates, the Purchaser shall, subject always
with all security requirements of the to clause 8, in addition to paying any
Purchaser’s premises or facility, or as amounts due and owing by it under this
otherwise notified by Purchaser to the Agreement, pay the amount of any VAT
Supplier. Any failure to comply with such properly chargeable in respect of any sums
security requirements that results in delays to be paid by the Purchaser to the Supplier
or denial of access to Supplier’s employees after the introduction of the VAT. For the
accepting the Goods properly and on time avoidance of doubt, the rates set out in this
shall be the Supplier’s total responsibility. Agreement are exclusive of, and do not
include any allowance for VAT.
6. Subcontracting, Assignment and
Novation 7.3 The Parties agree that they will co-operate
and do all things reasonably necessary to
6.1 The Supplier shall not assign, novate or assist one another to comply with their
otherwise transfer any of its rights under this obligations in respect of the administration,
Agreement or subcontract the reporting and remittance of any VAT,
performance/supply of the Works/Services including providing, upon request, any
or any part of the Works/Services, without invoice, statement receipt or other
the Purchaser’s prior written approval. In accounting document or record to
the event that part or all of the substantiate the amount of VAT paid (or
performance/supply of the Works/Services received) under or in accordance with this
is subcontracted, the Supplier shall remain Agreement.
fully responsible in respect of the
performance/supply of the Works/Services. 7.4 The Supplier acknowledges and agrees that
if a Law requires the Purchaser to deduct an
6.2 The Purchaser has the right to assign and/or amount in respect of withholding tax from a
novate any or all of the Purchaser's rights payment under this Agreement, such that the
and obligations under this Agreement. The Supplier would not actually receive on the
Supplier acknowledges and agrees to do due date the full amount provided for under
everything necessary or requested by the this Agreement then on the due date:
Purchaser either during the term, or after the
termination of, this Agreement to enable the (a) the Purchaser shall deduct the
Purchaser to assign and/or novate any or all amount for the withholding tax;
of the Purchaser's rights and obligations
under this Agreement as aforesaid. If (b) the Purchaser shall pay an amount
requested by the Purchaser, the Supplier equal to the amount deducted to the
agrees to execute a deed of assignment relevant Authority in accordance
and/or novation in a form to be approved with applicable Law and give the
and provided by the Purchaser. original receipt to the Supplier; and

6.3 A novation by the Purchaser shall be (c) the Purchaser shall pay the Supplier
effective from a date to be chosen by the an amount equal to the difference
Purchaser, provided that the novation is between the payment and the
notified to the Supplier by the Purchaser on amount deducted.
or before the said date.
8. Invoicing
7. Taxes and Duties
8.1 The Supplier shall invoice the Purchaser for
7.1 Subject to clause 7.2, the Supplier shall be the actual quantity of Works/Services that
responsible for paying any tax, levy, excise, have been delivered following the issuance
duty or fee that may be payable in relation to of a Purchase Confirmation, completion and
the Works/Services. acceptance of the Works/Services. Payment
will be made within the period set out in the
Details, calculated from the date on which

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the Purchaser receives the invoice, subject to shall be entitled to cash the cheque in the
the terms of this Agreement. event of any non-performance by the
Supplier, including a failure to repay the
8.2 All invoices shall be submitted to the advance payment in accordance with this
Purchaser along with a copy of the signed Agreement. If the Purchaser cashes the
work done note, original warranty certificate cheque in such circumstances, the Supplier
(if applicable) and a copy of the Purchase shall immediately provide another undated
Confirmation. security cheque in accordance with this
clause 8.3 or 8.5 (as appropriate) and this
8.3 The Supplier shall provide the performance obligation shall be repeated as required in
security as set out in the Details. If the order that the Purchaser holds an undated
Supplier is required to provide a security cheque for the duration of the
Performance Bank Guarantee and/or an Agreement.
Advance Payment Guarantee, the
Performance Bank Guarantee and/or 8.7 If retention is required pursuant to a
Advance Payment Guarantee to be provided Purchase Confirmation, such retention shall
by the Supplier must be: be held from the gross total value of the
Works/Services completed on all interim
(a) from a financial institution that is payments. Payment of the first half of the
registered in Dubai and acceptable retention shall be paid within 28 days of
to the Purchaser; completion of the Works/Services and
payment of the second half of the retention
(b) an irrevocable, unconditional and shall be paid within 28 days of the issuing of
enforceable undertaking that is the Defects Liability Certificate for the
payable on demand; relevant Works/Services.

(c) for the amount specified in the 9. Liability


Details;
9.1 The Supplier shall at all times take all
(d) in a form to be approved by the reasonable precautions to prevent injury
Purchaser; and (including illness) to any person or damage
to any property. The Supplier is liable for
(e) handed to the Purchaser prior the and shall indemnify the Purchaser from and
commencement of the against any action, claim, proceeding,
Works/Services required. demand, cost, expense, loss, liability or
damage which the Purchaser may suffer or
8.4 Any Performance Bank Guarantee provided incur which arises from or is in connection
to the Purchaser under Clause 8.3 must be with any injury or death to persons or
valid for the full duration of this Agreement damage to property arising out of or in
and shall remain in full force and effect until connection with:
the earlier of (i) expiry of this Agreement (if
any), and (ii) termination of this Agreement. (a) the performance or supply of the
Works/Services;
8.5 If an advance payment is required to be paid
pursuant to a Purchase Confirmation, subject (b) any breach of any warranty,
to submission of an Advance Payment representation or obligation in or
Guarantee or an undated security cheque arising out of this Agreement
(whichever is applicable as set out in the and/or any Purchase Confirmation;
Details) of the equivalent amount by the and
Supplier to the Purchaser, then the advance
will be recovered proportionately from the (c) any third party claims that the
gross amounts due to the Supplier in Works/Services infringe the
subsequent payments. intellectual property rights of a
third party.
8.6 In the event that an undated security cheque
has been provided pursuant to clause 8.3 9.2 The Purchaser is entitled to levy liquidated
and/or 8.5 of this Agreement, the Purchaser damages at [insert percentage] of the total

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fee amount payable pursuant to the Purchase detailed breakdown of the increase or
Confirmation per day or part thereof for decrease in the applicable rates as a result
non-performance or non-supply of the of the Variation.
Works/Services (to the Purchaser’s
satisfaction) within the stipulated period , 11.3 No Variation issued in accordance with this
provided that the maximum amount of Agreement will vitiate or invalidate this
liquidated damage to be levied against the Agreement.
Supplier under any Purchase Confirmation
shall be fifty percent of the relevant 11.4 A Variation may involve the omission of
Purchase Confirmation's total value. The any part or parts of the Works/Services and
Purchaser may set off liquidated damages the Supplier agrees that the Purchaser may
due against any amounts due to the Supplier. engage others to perform that part or parts so
omitted. The Supplier acknowledges that
9.3 In the event that the Supplier delays any one or more omission will not constitute
completion of the whole or any part of the a basis to allege that the Purchaser has
Works/Services (with reference to the repudiated this Agreement notwithstanding
relevant timeframe set out in the Details or the extent or timing of the omission.
under Schedule 1, or in the absence of a
clear timeframe, by the date reasonably 11.5 The rate or price for each Variation must be
requested by the Purchaser in writing) determined by agreement between the
without an extension of time being approved parties, or in the absence of agreement, a
by the Purchaser in writing, the Purchaser valuation will be made by the Purchaser on
shall have the right to elect to omit part of the basis of the rates and prices set out in
the Works/Services from the scope of the Schedule 1 (the Purchaser shall determine
Work/Services to be provided by the the applicable rates and/or prices), or if there
Supplier and instead employ a third party to are no applicable rates and prices set out in
provide such omitted Works/Services. The Schedule 1, then a fair and reasonable
Supplier shall not be entitled to the payment valuation of the Variation shall be made by
of any fees/cost in respect of such omission. the Purchaser.
The Supplier shall indemnify the Purchaser
against any loss, damage, cost or expense, 11.6 The Supplier is not entitled to any payment
suffered or incurred by the Purchaser as a (pursuant to this Agreement or any other
result of the Purchaser's election to employ principle of law or statute or code) in
and pay a third party to provide the omitted relation to any Variation unless:
Works/Services.
(a) the Supplier has been directed to
10. Non-Exclusive Nature carry out the Variation pursuant to
Clause 11.1; and
10.1 The Purchaser shall be under no obligation
to place any Purchaser Confirmation (b) the increase or decrease in the Price
pursuant to this Agreement, neither is it has been determined in accordance
obliged to obtain the Works/Services with Clauses 11.2 and 11.5.
exclusively from the Supplier.
12. Termination
11. Variation
12.1 If the Supplier breaches this Agreement, if
11.1 The Purchaser may by written notice the Supplier gives or offers (directly or
expressed, direct the Supplier to alter, indirectly) to any person any bribe, gift,
amend, omit, add to or otherwise vary the gratuity, commission or other thing of value,
Works/Services (a "Variation") and the as an inducement or reward in relation to
Supplier must carry out and be bound by any this Agreement, or if the Supplier becomes
such Variations. bankrupt or insolvent or has an administrator
or other controller appointed the Purchaser
11.2 Within 5 Business Days of receipt of the may cancel this Agreement by written notice
notice referred to in Clause 11.1, and before to the Supplier. If this Agreement is
the Supplier carries out the Variation, the cancelled in this way then the Purchaser
Supplier must provide to the Purchaser a shall not be required to pay the Supplier for

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the Works/Services until the Purchaser has 14. Intellectual Property Rights
set off any additional costs it incurs as a
result of such breach, bankruptcy or 14.1 The Purchaser retains the Intellectual
insolvency. Property Rights in the Purchaser
Background IP.
12.2 The Purchaser may terminate this
Agreement or cancel any Purchase 14.2 The Purchaser grants the Supplier a licence
Confirmation placed pursuant to it for any to reproduce and use the Purchaser
reason at any time in which case it shall pay Background IP as necessary for the sole
the Supplier for the cost of the purpose of the Supplier complying with its
Works/Services performed/supplied at the obligations under this Agreement and
date of termination or cancellation of the applicable Purchase Confirmations. The
Purchase Confirmation. Supplier shall not reproduce, use or
otherwise deal with the Purchaser
12.3 The Parties acknowledge and agree that they Background IP, or allow any other person to
consent to the termination rights under this do the same, for any other purpose. The
clause 12 in accordance with the meaning of Purchaser has the right to revoke this licence
consent as stated under Article 892 of the at any time by notice in writing to the
Code and in accordance with the meaning of Supplier.
mutual consent as stated under Article 218
of the Code. The Parties further 14.3 The Supplier retains the Intellectual
acknowledge and agree that the Purchaser Property Rights in the Supplier Background
shall be entitled to exercise all of its rights IP.
without the need to obtain a court order in
accordance with Article 267 or 271 of the 14.4 The Supplier grants the Purchaser a licence
Code. to reproduce and use the Supplier
Background IP for the purposes of this
13. Confidentiality Agreement and the applicable Purchase
Confirmations.
13.1 The Supplier shall keep confidential and
shall not, without the written consent of the 14.5 The Supplier agrees and acknowledges that
Purchaser, disclose to any third party the all Project IP shall be vested in and owned
terms and conditions of the Agreement, or by the Purchaser.
any documents or other information
furnished directly or indirectly by either 14.6 The Supplier warrants that supply of the
Party in connection with the Agreement or Works/Services and the Deliverables in
the Works/Services, irrespective of whether accordance with this Agreement shall not
such information has been furnished prior to infringe the Intellectual Property Rights of
the making of the Agreement or at any time any third party.
(including following termination of the
Agreement). In addition, the Supplier shall 15. Miscellaneous
not (without the prior written consent of the
Purchaser) take, or authorise the taking of,
15.1 This Agreement contains the entire
any photograph of the Works/Services or the
Agreement between the Parties and cannot
Site for use in any publicity or advertising,
be changed unless such agreement is
or make any public relations announcement
evidenced in writing and signed by both
or issue any press release relating to the
Parties’ their duly authorised
Works/Services and/or the Agreement.
representatives. The terms and conditions of
Requests for approval pursuant to this clause
this Agreement override any terms and
shall be sent by email to [insert email]. For
conditions the Supplier may try to impose
the avoidance of doubt, a request for
on the Purchaser.
approval shall not constitute approval, and
any approval shall be at the Purchaser’s
absolute discretion. 15.2 This Agreement may be executed in any
number of counterparts, each of which when
executed and delivered shall constitute an
original of this Agreement, but all the

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[INSERT APPROPRIATE ENTITY HEADER]

counterparts shall together constitute the the Emirate of Dubai and the federal Laws
same Agreement. of the United Arab Emirates as applicable to
the Emirate of Dubai and the Parties hereby
15.3 Any notice under or in connection with this submit to the exclusive jurisdiction of the
Agreement shall be in writing; shall be in Dubai Courts.
the English language; and shall be sent by
courier or by fax to the Party due to receive 16.2 Subject to clause 7.2, the rates and fees
the notice to the address specified in this payable by the Purchaser pursuant to this
Agreement or to another address specified Agreement shall not be adjusted to take
by that Party by written notice to the other account of any increase or decrease in costs
party. A notice shall be deemed to have been resulting from changes in Laws (including
received by the Party: the introduction of new Laws and the repeal
or modification of existing Laws) or in the
(a) if sent by courier, when the courier judicial or official governmental
company confirms delivery thereof interpretation of such Laws made after the
as supported by written evidence; date of this Agreement, which affect the
or Supplier in the performance of its
obligations under this Agreement.
(b) if sent by fax, on the same day if
successfully transmitted on a 17. Conflicts of Interest/ Compliance with
Business Day before 4pm local Laws
time and on the following Business
Day if sent after 4 pm local time, 17.1 Supplier shall not pay or give any fee,
and confirmed by a fax commission, rebate or anything of value to
transmission report. or for the benefit of any staff of the
Purchaser, nor will the Supplier do business
15.4 The Purchaser and any Affiliate of the with any company knowing the results
Purchaser shall be entitled to disclose any might directly benefit any staff of the
Deliverable to any third party in its absolute Purchaser. Supplier shall comply with: (i) all
discretion, notwithstanding any Condition to applicable laws, statutes and regulations
the contrary contained in the Deliverable relating to anti-bribery, corruption and
itself. The Purchaser shall not be bound by fraud, including but not limited to the UK
any Condition contained within the Bribery Act 2010, the UK Anti-Slavery Law
Deliverable that affects in any way the 2015 and the US Foreign Corrupt Practices
Purchaser or the Purchaser’s Affiliates’ Act 1977; and (ii) any of the Purchaser’s
ability to freely disclose the Deliverable to a ethics or anti-bribery policies as may be
third party, whether or not the Deliverable notified to Supplier from time to time.
has been accepted by the Purchaser. Any Supplier shall use its best efforts not to
such Condition shall be considered null and permit any of its staff to engage in any
void and the terms and conditions of this activities contrary to or detrimental to the
Agreement shall take precedence. best interest of the Purchaser. Without
prejudice to the foregoing, Supplier shall
16. Governing Law and Jurisdiction disclose to Purchaser in writing any staff of
the Supplier that are a family member or
16.1 This Agreement is governed by the Laws of relative to any of Purchaser’s staff.

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[INSERT APPROPRIATE ENTITY HEADER]

In witness of the above, the Parties have caused this Agreement to be signed by their duly authorised
representatives:

Name: [insert] Name: [insert]


Position: [insert] Position: [insert]

Signature: Signature:
For and on behalf of For and on behalf of
[insert name of Purchaser] [insert name of Supplier]

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[INSERT APPROPRIATE ENTITY HEADER]

Schedule 1 – Works/Services and Rates

[insert details of Works/Services and rates for each]

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[INSERT APPROPRIATE ENTITY HEADER]

Schedule 2 – Purchase Confirmation Template (e-mail or letter)

Date: [INSERT]
Purchase Confirmation No.: [INSERT]
Purchaser: [INSERT]
Supplier: [INSERT]
Supplier Contact: [INSERT]
Supplier Address: [INSERT]
Supplier Tel.: [INSERT]
Supplier Fax: [INSERT]
Supplier Email: [INSERT]

Project Name: [INSERT]

In accordance with the framework agreement entered into between the Purchaser and Supplier, reference [INSERT],
dated [INSERT] (the "Framework Agreement"), the Supplier is hereby requested to perform the
[works][and][services] set out in the below table, subject to the requirements of this Purchase Confirmation and in
accordance with the Framework Agreement.

Table of Works/Services to be Performed

S.N Description Qty Unit Unit Rate Total Rate

Grand Total:

The Supplier is required to refer to the Framework Agreement and to this Purchase Confirmation in all related
correspondence, in order to maintain the smooth administration of this Purchase Confirmation, and for all invoicing
purposes.

In accordance with the Framework Agreement, invoices should be submitted to [INSERT ADDRESS FOR
SERVICE], along with a copy of this Purchase Confirmation for payment processing in accordance with the terms
and conditions set out in the Framework Agreement.

For any further details regarding the above mentioned requirements, kindly contact [INSERT] on (+971 [INSERT]
or by email on [INSERT].

Thank you and best regards.

[INSERT]
*This Purchase Confirmation may be issued electronically in which case it does not need to be signed by the Purchaser to be
valid and effective.

Framework Agreement for Works and Services - Template – June 2017 v1

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